SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
        -----------------------------------------------------------------


                                    FORM 10Q

                    QUARTERLY REPORT UNDER SECTION 13 OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934

       For Quarter Ended December 31, 1996 Commission File Number 1-9370


                              BIOPHARMACEUTICS, INC

        DELAWARE                            13-3186327
(State of Incorporation)            (I.R.S. Employer Identification No.)

  990 Station Road, Bellport, New York                   11713
(Address of Principal Executive Office)                (Zip Code)


        Registrant telephone number, including area code: (516) 286-5800

        Indicate the number of shares outstanding of each of the issuer's
                classes of common stock as of December 31, 1996.


             Class                                    Outstanding
             -----                                    -----------
   Common Stock - $.00l Par Value                      41,657,350


Indicate by check whether the registrant  (1) has filed all reports  required to
be filed by Section 13 of the  Securities  and  Exchange  Act of 1934 during the
preceding  twelve  months (or for such shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past ninety days. Yes __X__ No _____




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                             BIOPHARMACEUTICS, INC.

                                      INDEX


PART I     Financial Information

 Item 1.   Financial Statements

           Consolidated Condensed Balance Sheet
           December 31, 1996 (Unaudited) and September 30, 1996 (Audited)
          
           Statements of Operations
           Three Months Ended December 31, 1996 and 1995(Unaudited)

           Consolidated Statement of Shareholders' Equity
           for the Three Months Ended December 31, 1996

           Consolidated Condensed Statement of Cash Flows
           for the Three Months Ended December 31, 1996 and 1995

           Notes to Condensed Financial Statements (Unaudited)

 Item 2.   Management's Discussion and Analysis of Financial
           Condition and Results of Operations



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ITEM 1.  FINANCIAL STATEMENTS

                                                  BIOPHARMACEUTICS, INC.
                                           CONSOLIDATED CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>

                                                                           December 31,       September 30,
                                                                               1996                1996
                                                                           (Unaudited)          (Audited)                           
                                                                          ----------          ----------
<S>                                                                         <C>                <C>
                                 ASSETS
Current assets:
 Cash                                                                     $    39,574         $    44,775
 Trade receivables, less allowance for
  doubtful accounts                                                           494,612             587,457
 Note receivable                                                                  ---             150,000
 Inventories                                                                  591,045             538,359
 Prepaid expenses and other assets                                            125,992             136,839
                                                                           ----------          ----------

          Total current assets                                              1,251,223           1,457,430

Property, plant and equipment, at cost,
 net of accumulated depreciation                                              305,257              333,653
Investment in restricted securities                                           250,750              250,750
Intangible assets, at cost, net of accumulated amortization                 3,630,125            3,677,225
Licensing costs, net of accumulated amortization                               64,001               64,901
Sundry                                                                         32,503               32,729
                                                                           ----------           ----------

                                                                           $5,533,859           $5,816,688
                                                                           ==========           ==========
                 LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
 Accounts payable-trade                                                    $  906,612           $  938,577
 Accrued expenses                                                             542,415              727,238
 Current maturities of long-term debt                                         687,100              732,100
                                                                           ----------           ----------

           Total current liabilities                                        2,136,127            2,397,915

Long-term debt                                                              1,586,792            1,622,792
Convertible debentures payable                                              1,102,941            1,402,941

Shareholders' equity:
 Common Stock - par value $.00l per share
  Authorized - 75,000,000 shares
  Issued - 42,071,078 shares, 40,871,078, 1995                                 42,071               40,871
 Additional paid-in capital                                                30,070,261           29,771,461
 Deficit                                                                  (27,900,447)         (27,915,406)
                                                                           ----------           ----------

                                                                            2,211,885            1,896,926
Less Treasury Stock, at cost
 (413,728 shares 1994)                                                       (944,612)            (944,612)
  Notes receivable from officers and employees                               (559,274)            (559,274)
                                                                           ----------           ----------
                                                                              707,999               93,040                    
                                                                           ----------           ---------- 
                                                                           $5,533,859           $5,816,688
                                                                           ==========           ==========
<FN>
The  accompanying  notes are an  integral  part of these financial statements.
</FN>
</TABLE>


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<PAGE>


                                                          
                             BIOPHARMACEUTICS, INC.

                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

                                   (Unaudited)


                                                 Three Months Ended 
                                                      December 31,
                                                 ------------------
                                                  1996            1995
                                               ----------     -----------
Revenues:
 Net sales                                     $1,258,518     $    457,084

Costs and expenses:
 Cost of sales                                    840,509          634,932
 Selling, general and administrative              295,349          251,561
 Amortization of intangibles                       48,000              ---
                                               ----------       ----------
                                                1,183,858          886,493
                                               ----------       ----------
                                                   74,660         (429,409)
Other income (deductions):
 Interest expense (including
  interest to officer)                            (59,701)         (36,000)
                                               ----------       ----------
 Net income (loss)                             $   14,959       $ (465,409)

                                               ==========       ===========

Income (loss) per share
  Continuing operation                              $0.00           ($0.02)
                                                     ====             ====

Average shares outstanding                     40,457,350       27,071,755

                       
The accompanying notes are an integral part of these financial statements.


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                             BIOPHARMACEUTICS, INC.

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                                   (UNAUDITED)

                      THREE MONTHS ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>                 

                                      Common  Stock         Additional
                                   Number of      Par        Paid-In                    Treasury       Notes Receivable
                                    Shares        Value       Capital        Deficit    Stock       Officers & Employees     Total
                                     ------      -----       -------        -------     -----       --------------------      -----

<S>                                 <C>          <C>        <C>           <C>           <C>               <C>               <C> 

 Balance, September 30, 1996      40,871,078    $40,871   $29,771,461   $(27,915,406)  $(944,612)         $(559,274)       $393,040

 Shares issued in exchange
  for convertible debentures       1,200,000      1,200       298,800            ---         ---                ---         300,000

 Net income for the three months
  ended December 31, 1996                ---        ---           ---         14,959         ---                ---          14,959
                                                                                              
                                ------------   --------   -----------     ------------  ---------          ---------       --------
                                                
Balance, December 31, 1996        42,071,078    $42,071   $30,070,261   $(27,900,447)  $(944,612)         $(559,274)      $707,999
                                ===========    ========   ===========   =============  ==========         =========       ========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>


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                             BIOPHARMACEUTICS, INC.
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                   INCREASE (DECREASE) IN CASH AND EQUIVALENTS
                                   (UNAUDITED)
                         THREE MONTHS ENDED DECEMBER 31,
<TABLE>
<CAPTION>

                                                                      1996             1995
                                                                   ----------     ----------
<S>                                                                        <C>       <C>
Cash flows from operating activities:
Income (Loss) from continuing operations                            $   14,959     $ (465,409)
Adjustments to reconcile net income (loss) to
    net cash provided by (used in)
    operating activities:
       Depreciation and amortization                                    87,000         60,000
Changes in certain assets and liabilities:
    Accounts receivable                                                 92,845         67,741
    Notes receivable                                                   150,000            ---
    Inventories                                                        (52,686)       103,772
    Other current assets                                                10,847         (4,065)
    Other assets                                                           226            500
    Accounts payable and accrued expenses                             (216,788)       (61,213)
    Customer credit balances                                               ---         70,717
    Payment against settlement of litigation                           (40,000)       (15,000)
    Payment against Medicare settlement                                    ---        (25,000)
                                                                    ----------     ----------                                
Net cash provided by (used in)
    Operating activities                                                46,403       (267,957)
                                                                    ----------     ----------
Cash flows from investing activities:
Purchase of property plant and equipment                               (10,604)        (3,662)
                                                                    ----------     ----------
Net cash provided by (used in)
    investing activities                                               (10,604)        (3,662)
                                                                    ----------     ----------
Cash flows from financing activities:
Proceed of Company's Regulation S
    offering, net of related expenses                                      ---        201,239
Repayments of long-term debt                                           (41,000)           ---
                                                                    ----------     ----------
Net cash provided by (used in)                                         
    financing activities                                               (41,000)       201,239

Net change in cash                                                      (5,201)       (70,380)
Cash at beginning of period                                             44,775         86,664
                                                                    ----------     ----------
Cash at end of period                                               $   39,574     $   16,284
                                                                    ==========     ==========

<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>


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                             BIOPHARMACEUTICS, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

                                DECEMBER 31, 1996



A.       Consolidated Condensed Financial Statements

         The  Consolidated  Condensed  Balance Sheet as of December 31, 1996 and
the Consolidated Condensed Statement of Operations for the period ended December
31, 1996 and 1995, and the  Consolidated  Condensed  Statement of  Shareholders'
Equity for the three month period ended December 31, 1996, and the  Consolidated
Statements of Cash Flows for the periods  ended  December 31, 1996 and 1995 have
been prepared by the Company  without audit.  In the opinion of Management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
present fairly the financial  position,  results of operations and cash flows at
December 31, 1996 and for all periods presented have been made.

         For  information   concerning  the  Company's  significant   accounting
policies and Basis of  Presentation,  reference is made to the Company's  Annual
Report on Form 10-K for the year ended September 30, 1996. Results of operations
for the period ended  December 31, 1996 are not  necessarily  indicative  of the
operating  results to be expected for the full year and such results are subject
to year-end adjustment and independent audit.

         The  Consolidated  Financial  Statements  include  the  accounts of the
Company  and  its  wholly-owned  subsidiaries.   All  significant  inter-company
accounts  and   transactions   have   been  eliminated  in  consolidation.   The
Consolidated   Statements of  Operations  for  all  periods  reflect the ongoing
operations of the Company.



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<PAGE>
                                             
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS

            LIQUIDITY AND CAPITAL RESOURCES

           The Company has financed its  operating  requirements  for the
last three years primarily by the issuance of common shares; $2,384,806 in 1993,
$4,433,790 in 1994,  $2,054,722  in 1995,  and  $2,547,658 in 1996;  convertible
debentures  of  $800,000  in 1992 and the  settlement  of  claims  against  past
management  $924,076 in 1992.  As of December 31, 1996,  the Company has cash of
approximately $40,000.

            As a result of the United States District  Court's decision on
December  20,  1995,  the  Company's  license for Treo had been  terminated  and
therefore the Company  wrote-off  assets  associated with Treo as a discontinued
operation  as of  September  30,  1995.  On  December  13,  1996  the  Company's
subsidiary,  Biopharm  Lab,  Inc.(the  distributor  of Treo),  filed a Chapter 7
Bankruptcy Petition in the United States District Court, Eastern District.

           The Company  completed its  acquisition of a product line from
London  International US Holdings,  Inc. (LIUSH) which has previously  generated
sales  in  excess  of  the  Company's  1995  total  sales  and  should  generate
substantial working capital to the Company. The cost of approximately $3,600,000
was financed by a combination of Regulation S common stock sales,  and notes for
$2,000,000 to be paid over a number of years.  The brands  acquired have been on
the market for more than ten years each and are sold under the names Vaginex(R),
Koromex(R),  Koroflex(R),  and Feminique(R).  LIUSH is one of the largest condom
manufacturers in the U.S. and had decided to sell its Feminine Hygiene brands in
order to concentrate its efforts on its core business.

           Sales of these  brands are being made to food and drug chains,
drug wholesalers,  distributors and the U.S. military. The Company is using nine
independent  manufacturers  rep  organizations  to  sell  the  Feminine  Hygiene
products.  Each of these rep  organizations  already  calls on the key  accounts
carrying the lines. The Company expects its reps to expand sales of the lines by
making a more concerted  effort than that made by LIUSH,  expanding the customer
base  and by  receiving  greater  support  from the  Company  in  promoting  the
products.

           The Company also  anticipates  that the approval of additional
products by the FDA in 1996,  which will increase the number of products offered
by  Biopharm to its  customers  and with the  addition  of three new  customers,
Biopharm is expected to increase sales and provide a basis for  profitability in
fiscal 1997.

          The  Company  believes  that  the  foregoing,  along  with the
additional  capital raised  through  September 1996 will be adequate to meet its
current objectives.  Sinking fund requirements in the convertible  debentures in
1996  were  waived  by  the  holder  and  eliminated  in the  conversion  of the
debentures to a new series on December 15, 1996.

          RESULTS OF OPERATIONS

          Sales for the quarter  ended  December 31` 1996 of  $1,258,518
represents  an  increase  of 175% over the  $457,084  shipped in the  comparable
quarter in 1995.  Sales for the prior quarter  ended  September 30, 1996 totaled
$1,477,367.  Sales of Feminine  Hygiene  products of $783,535  represents a 100%
increase  over the  comparable  quarter  since the product  line was acquired in
March 1996. Sales of generic products  increased 4% to $474,983  compared to the
$457,084 shipped in 1995. By comparison to the prior quarter,  sales of feminine
hygiene products totaled $868,231 and generic products totaled $609,136.

          Gross margin for the quarter were a positive 33% compared to a
negative  40% in the  comparable  quarter  in 1995.  Gross  margin for the prior
quarter  totaled a positive 31%.  Negative  margins were  attributable  to sales
levels not being high enough to absorb fixed overheads in manufacturing.

          Selling,  general and  administrative  expenses  increased  to
$295,349  from  $251,561 in the first  quarter of 1996 due  primarily to selling
expenses  for the  feminine  hygiene  product  line  which  did not exist in the
comparable quarter.  Amortization of intangibles primarily represents trademarks
and trade names for the feminine hygiene line which was acquired in March 1996.

          Interest  expense of $59,701  includes  the  financing  of the
feminine hygiene acquisition, interest expense of the convertible debentures and
adjustments for prior interest accrued which was no longer payable. Interest for
the comparable quarter represented only debenture obligations
                                                          

                                       8
<PAGE>






PART II   Other Information


Item 1.   Legal Proceedings

          Amswiss Scientific,  Inc.--Amswiss Scientific, Inc. (Amswiss)
commenced  an action  against  the  Company in the U.S.  District  Court for the
southern district of New York on December 16, 1996. Amswiss asserted a claim for
an amount to be ascertained at trial, but believed by Amswiss to be at least two
million dollars,  plus cost and attorney's fees arising from the alleged failure
of the Company to file a Registration Statement with the Securities and Exchange
Commission for certain shares and warrants of the Company owned by Amswiss.

Item 2.   Changes in Securities-Not applicable

Item 3.   Default upon Senior Securities-Not applicable

Item 4.   Submission of materials to a vote of security holders-Not applicable

Item 5.   Other information-Not applicable.

Item 6.   Exhibits and Reports on Form 8-K

          Exhibits 10.9:
          Summons in a Civil Action-United States District Court, Southern
          District. Amswiss Scientific, Inc. vs. Biopharmaceutics, Inc.

          Reports on Form 8-K:
          Joint Venture Agreement with Advanced Biological Systems, Inc. dated 
          September 25, 1996 filed on October 9, 1996.


          On October 21, 1996 the Company  announced the  appointment of
          Mr. Jonathan Rosen to its Board of Directors filed December 12, 1996.


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<PAGE>

              


                                   SIGNATURES

         Pursuant  to the  requirements  of  Section  13 of the  Securities  and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereto duly authorized.








                                 /s/ Edward Fine
                               --------------------
                             BIOPHARMACEUTICS, INC.                             
                                   REGISTRANT

             By: EDWARD FINE, President and Chief Executive Officer







                              /s/ William C. Kugler
                              --------------------
                                WILLIAM C. KUGLER
                   Vice President and Chief Financial Officer




Dated: February 14, 1997





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